PACIFIC NORTH”WEST UGANDAN AMERICAN ASSOCIATION

ASSOCIATION BY-LAWS

ARTICLE I OFFICES

Section 1.  Offices.

The registered office of Pacific Northwest Ugandan American Association (hereinafter, the “Association”) shall be in the City of Seattle, state of Washington (hereinafter, the “State”).  The Association may also have offices at such other places both within and without the State, as the Board of Directors may from time to time determine or the business of the Association may require.

ARTICLE II

MEETINGS OF THE BOARD OF DIRECTORS Section 1.  General.

All meetings of the Association shall be held at such place within or without the State as may be designated from time to time by the President.

Section 2.  Annual Meetings.

The annual meeting of the Board of Directors, commencing with the year 2010 shall be held in December 15, at 10:00 AM, US Pacific Time if not a legal holiday, and if a legal holiday, then on the next business day following, at the same time or at such other date and time as shall be designated from time to time by the President, at which they shall transact all business of the Association as may properly be brought before the meeting.  Written notice of the annual

meeting stating the place, date and hour of the meeting shall be given to each Board of Directors

entitled to cast a vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting.

Section 3.  Conflict of Interest

No Board Member may vote on a matter properly brought before the board in which he or she has direct or indirect financial interest. Immediately upon becoming aware that such a conflict may exist, a board member must disclose the existence of such a conflict or the potential for a conflict to the Board and withdraw from further deliberations on the issue.

Section 4.  Locations.

The Board of Directors of the Association may hold meetings, both regular and special, either within or without the State.

Section 5.  Special Meetings.

Special meetings of the Board of Directors, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation (hereinafter, the “Articles”), may be called by the President or at the request of a majority of the Board of Directors. Written notice of the special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten (5) or more than sixty (30) days before the date of the meeting. Business transacted at any special meeting of Board of Directors shall be limited to the purposes stated in the notice.

Section 6.  Quorum.

Two-thirds of the members of the Board of Directors who are entitled to vote, and who are present in person shall constitute a quorum at all meetings of the Board, for the transaction of business, except as otherwise provided by statute or by the Articles. If, however, such quorum shall not be present at any meeting of the Board, the board members entitled to vote, present in person, shall have power to adjourn the meeting to a future date at which a quorum shall be present.  At such adjourned meeting at which a quorum shall be present any business may be transacted which might have been transacted at the meeting as originally notified.  Notice need not be given of the adjourned meeting if the time and place are announced at the meeting in which the adjournment occurs.  If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each board member entitled to vote at the meeting.

Section 7.  Meetings by Telephone.

Unless otherwise restricted by the Articles, members of the Board of Directors or of any committee thereof, may participate in a meeting of the Board of Directors or committee by means of conference telephone. All persons participating in the meeting by use of such equipment shall constitute presence in person at such meeting.

Section 8.  Voting.

Unless otherwise provided in the Articles or by statute, each board member shall at every meeting of the board of directors be entitled to one vote in person.

ARTICLE III BOARD OF DIRECTORS

Section 1.  Management and Number.

The property, business and affairs of the Association shall be controlled and managed by the Board of Directors.  The number of directors to constitute the first Board of Directors is four, (4) and such number may be increased by future action of the Board of Directors.  The business

of the Association shall be managed by the Board of Directors, which may exercise all powers of

the Association and do all lawful acts as prescribed by statute or by the Articles or by these bylaws.

Section 2.  Vacancies.

Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a simple majority vote of the directors then in office. The remaining directors in office may be less than a quorum, or by a sole remaining director, and the directors

so chosen shall hold office until the next annual election and until their successors are duly

elected and qualified for office.

Section 3.  Committees, Membership, Powers.

The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Association.  The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.  Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the

business and affairs of the Association. The committee may authorize the seal of the Association to be affixed to all documents that may require it.  No such committee shall have the power or authority to amending the Articles, adopt an agreement of merger or consolidation.

Section 4.  Committees, Minutes.

Each committee shall appoint a secretary of each meeting and keep regular minutes of its meetings and report the same to the Board of Directors.

Section 5.  Compensation of Directors.

Unless otherwise restricted by the Articles, the Board of Directors shall have the authority to fix, and propose the compensation of directors to the general assembly of the Association.  The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors and a stated salary as director.  No such payment shall preclude any director from serving the Association in any other capacity and receiving compensation there-from.  Members of special

or standing committees may be allowed like compensation for attending committee meetings. Any and all forms of payment shall be approved by the General Assembly of the Association.

ARTICLE IV OFFICERS

Section 1.  Designations.

The officers of the Association shall be chosen by the Board of Directors and shall be comprised of a Chairman of the Board of Directors (if one shall be elected by the Board of Directors), a President, a Vice President, a Secretary and a Treasurer.  The Board of Directors may also

choose additional Vice Presidents, and one or more Assistant Secretaries and Assistant

Treasurers.  Any number of offices may be held by the same person, unless applicable law, the

Articles or these bylaws otherwise provide.

Section 2. Term Removal.

The officers of the Association shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors

Section 3. Salaries.

The salaries of all officers and agents of the Association shall be fixed by the Board of Directors.

Any payments made to an officer of the Association as compensation,  salary, commission, bonus, interest, or rent, or in reimbursement of entertainment or travel expense incurred by said officer, shall be, to the greatest extent practical, a deductible expense of the Association for Federal Income tax purposes. All salary payments must be approved by the general assembly of the Association.

Section 4.  The Chairman of the Board of Directors.

The Chairman of the Board of Directors (if one shall be elected by the Board of Directors) shall preside at all meetings of the Board of Directors.  The Chairman shall perform all duties incident to the office of Chairman of the Board of Directors and such other duties as the Board of Directors may from time to time determine or as may be prescribed by these bylaws.  In the absence of the President, the Chairman shall be the chief executive and administrative officer and acting President of the Association.

Section 5.  The President.

The President shall be the chief executive and administrative officer of the Association. He shall have general supervision over the business and finances of the Association and shall see that all orders and resolutions of the Board of Directors are carried out. He shall, in the absence of the Chairman of the Board of Directors, preside at all meetings of the board of directors and directors.  The President may execute all bonds, deeds, mortgages, conveyances, contracts and other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these by-laws. The President shall have the power to appoint, determine the duties and fix the compensation of such agents and employees as in his judgment may be necessary or proper for the transaction of the business of the Association. In general, the President shall perform all duties incident to the office of President and such other duties as may from time to time be assigned to him by the Board of Directors.  The Board of Directors may confer like power on any other person or persons, except those that by statute are conferred exclusively on the President.

Section 6. The Vice Presidents.

The Vice Presidents shall perform such duties as shall be assigned to them and shall exercise

such powers as may be granted to them by the Board of Directors or by the President of the Association. In the absence of the President and the Chairman of the Board of Directors, the Vice Presidents, in order of their seniority, may perform the duties and exercise the powers of the President.

Section 7.  The Secretary.

The Secretary shall attend all meetings of the Board of Directors. The Secretary shall have

custody of the corporate seal of the Association. He or she, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretary.  The Board of Directors may give general authority to any other officer to affix the seal of the Association and to attest the affixing by his signature.

Section 8.   Assistant Secretary.

The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order

determined by the Board of Directors (or if there be no such determination, then in the order of

their election), shall, in the absence of the Secretary or in the event of his or her inability or refusal to act, perform the duties and Exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time to prescribe.

Section 9.  The Treasurer.

The Treasurer shall have the custody of the Association funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Association. He or she shall deposit all moneys and other valuable effects in the name of and to the credit of the Association in such depositories as may be designated by the Board of Directors.  The Treasurer shall disburse the funds of the Association as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his or her transactions as Treasurer and of the financial condition of the Association.

Section 10. Assistant Treasurer.

The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLEV GENERAL PROVISIONS

Section 1 .  Annual Statement.

The Treasurer shall present at each annual meeting of the Board and at any special meeting of

the Board a full and clear statement of the business and condition of the Association.

Section 2. Checks and Deposits.

All checks or demands for money and notes of the Association shall be signed by such officer or

officers or such other person or persons as the Board of Directors may from time to time designate.  All funds of the Association not otherwise employed may be deposited to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may from time to time select.

Section 3.   Fiscal Year.

The fiscal year of the Association starts on January 1st and ends on December 31st.

Section 4.  Seal.

The Association seal shall have inscribed thereon the name of the Association, the year of incorporation and the words “Corporate Seal, Washington”.

ARTICLE VI AMENDMENTS

Section 1. Amendments.

These bylaws may be altered, amended or repealed or new bylaws may be adopted by the Board of Directors at any special meeting of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting.

ARTICLE VII INDEMNIFICATION AND INSURANCE

Section 1 .  Indemnification.

A.  The Association shall indemnify to the full extent authorized or permitted by the general corporation law of the State of Washington, as now in effect or as hereafter amended, any person

B.  threatened or made to be a party to any suit or proceeding (whether civil, criminal, administrative or investigate, including an action by or in the right of the Association) by reason of the fact that he or she is or was a director, officer, employee or agent of the Association or serves or served any other enterprise as such at the request of the Association.

B.  The foregoing right of indemnification shall not be deemed exclusive of any other rights to which such persons may be entitled apart from this Article VII.  The foregoing right of indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 2. Insurance.

The Association may purchase and maintain insurance on behalf of any person who is or was a

director, officer, employee or agent of the Association, or is or was serving at the request of the

Association as a director, officer, em1oloyee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Association would have the power to indemnify him or her against such liability under the provisions of the general Association law of the State of Washington.

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